PartnerRe Ltd. To Acquire PARIS RE

Sun Jul 5, 2009 6:00pm EDT
 
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PEMBROKE, Bermuda--(Business Wire)--
PartnerRe (NYSE:PRE) today announced that it has entered into definitive
agreements to acquire PARIS RE (EURONEXT:PRI), a French-listed, Swiss-based
diversified reinsurer. PartnerRe will exchange 0.30 of its common shares for
each PARIS RE common share outstanding in a stock-for-stock transaction. 

This acquisition is expected to add $1.7 billion in new shareholders` equity to
PartnerRe. Separately, PARIS RE is expected to distribute $310 million (net of
amount due on existing treasury shares held by PARIS RE) in cash as a return of
capital to its shareholders, leading to a total transaction value of
approximately $2 billion.  

Upon successful completion of the various steps of this transaction, PARIS RE,
together with its operating subsidiaries, will be fully integrated into
PartnerRe`s existing operating structure. PartnerRe President & CEO Patrick
Thiele said, "This is an important acquisition for PartnerRe and provides us the
opportunity to enhance our already successful franchise. The greater market
presence, risk diversification, capital strength and scale that is created will
provide more balance and stability to our Company in the face of uncertain and
volatile financial and reinsurance markets." 

Mr. Thiele added, "PARIS RE has established itself as a premier European
reinsurer and has a successful track record as a publicly-traded company. This
acquisition strengthens PartnerRe`s balance sheet and financial flexibility and
allows us to leverage our infrastructure and capabilities over a broader base
for the benefit of key stakeholders of both companies: clients, shareholders and
employees. Our history of success in integrating acquired companies and the
rigorous analysis completed gives us confidence that this integration process
will be a smooth and successful one." 

In the first step of the transaction, PartnerRe, which recently acquired
approximately 6% of PARIS RE`s outstanding common shares in a stock-for-stock
transaction at the 0.30 exchange ratio, will acquire an additional 57% of PARIS
RE`s outstanding common shares at the same exchange ratio. The closing of that
block purchase is expected to occur in the fourth quarter of 2009, subject to
certain conditions including approval of certain insurance and competition
regulatory authorities, PartnerRe shareholder approval and PARIS RE shareholder
approval to remove the provisions of its articles of association purporting to
require a cash takeover bid for any acquisition of more than one-third of the
voting rights of PARIS RE. The sellers in the block purchase have agreed to vote
in favor of such removal. 

In the coming weeks, PartnerRe may enter into agreements to purchase additional
PARIS RE shares from certain other shareholders who were shareholders of PARIS
RE prior to its initial public offering and their private transferees. Such
purchases, which are expected to be consummated simultaneously with the closing
of the block purchase in exchange for PartnerRe common shares at the same 0.30
exchange ratio, will be disclosed in filings with the Securities and Exchange
Commission and with the Autorité des Marchés Financiers (the French listing
authority). 

Immediately prior to the closing of the block purchase, PARIS RE intends to
effect a return of capital equivalent to $310 million (net of amount due on
existing treasury shares held by PARIS RE), or $3.85 per common share, in cash,
to all of its shareholders. 

Following the closing of the block purchase, PartnerRe intends to commence a
voluntary exchange offer for all remaining PARIS RE common shares at the same
0.30 exchange ratio. The exchange offer would be subject to certain conditions
including the approval of the Autorité des Marchés Financiers, an independent
expert`s report and the listing of PartnerRe shares on Euronext Paris. While the
terms of the exchange offer will provide PARIS RE shareholders with only the
right to receive PartnerRe shares at the same 0.30 exchange ratio, PartnerRe
will seek to provide facilities to enhance shareholders` access to liquidity
including through the New York Stock Exchange. Shareholders holding
approximately 6% of PARIS RE`s outstanding shares have agreed to tender into the
offer. The exchange offer is expected to close in the first quarter of 2010. 

Once PartnerRe owns at least 90% of PARIS RE`s outstanding shares, PartnerRe
intends to acquire any remaining shares through a compulsory merger under Swiss
law at the same 0.30 exchange ratio. 

Prior to the closing of the block purchase and the filing of the exchange offer
with the Autorité des Marchés Financiers, the consideration payable in all
stages of the transaction (including the recent purchases of 6% of PARIS RE
common shares) is subject to adjustment up or down if the parties` relative
tangible book values diverge significantly. In addition, the number of PartnerRe
shares payable for each PARIS RE share in the exchange offer and the merger will
be appropriately adjusted upwards to account for any dividends declared on the
PartnerRe common shares having a record date following the closing of the block
purchase and prior to the settlement of the exchange offer. 

Greenhill & Co., LLC and UBS Investment Bank served as financial advisors and
Davis Polk & Wardwell LLP provided legal counsel to PartnerRe. 

A slide package providing additional information, including a pro forma business
overview of the combined company will be posted on PartnerRe`s website in the
Investor Relations section at www.partnerre.com. 

PartnerRe management will conduct a conference call including a question and
answer period, on Monday, July 6, 2009 at 8 a.m. Eastern. Investors and analysts
are encouraged to call in 15 minutes prior to the commencement of the call. The
conference call can be accessed by dialing 888-471-3842 or, from outside the
United States, by dialing 719-325-2199 (passcode: 9100384). Interested parties
may also listen to the call live over the Internet on the Investor Relations
section of PartnerRe`s web site, www.partnerre.com. To listen to the webcast,
please log onto the broadcast at least five minutes prior to the start. For
those who cannot listen to the live broadcast, a replay will be available on the
Investor Relations section of PartnerRe`s web site, www.partnerre.com,
approximately 2 hours after the end of the live call, through Monday, July 13,
2009 at 11 a.m. Eastern. The replay can be accessed by dialing 888-203-1112 or,
from outside the United States, by dialing 719-457-0820 (passcode: 9100384). 

PartnerRe is a leading global reinsurer, providing multi-line reinsurance to
insurance companies. The Company through its wholly owned subsidiaries also
offers alternative risk products that include weather and credit protection to
financial, industrial and service companies. Risks reinsured include property,
casualty, motor, agriculture, aviation/space, catastrophe, credit/surety,
engineering, energy, marine, specialty property, specialty casualty, other
lines, life/annuity and health, and alternative risk products. For the year
ended December 31, 2008, total revenues were $4.0 billion. At March 31, 2009,
total assets were $16.3 billion, total capital was $4.8 billion and total
shareholders` equity was $4.3 billion.

PartnerRe on the Internet: www.partnerre.com

This document includes "forward-looking statements" within the meaning of the
"safe harbor" provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements are based on PartnerRe`s and PARIS RE`s
assumptions and expectations concerning future events and financial performance,
in each case, as they relate to PartnerRe, PARIS RE or the combined company.
Such statements are subject to significant business, economic and competitive
risks and uncertainties that could cause actual results to differ materially
from those reflected in the forward-looking statements. These forward-looking
statements could be affected by numerous foreseeable and unforeseeable events
and developments such as exposure to catastrophe, or other large property and
casualty losses, adequacy of reserves, risks associated with implementing
business strategies and integrating new acquisitions, levels and pricing of new
and renewal business achieved, credit, interest, currency and other risks
associated with PartnerRe`s, PARIS RE`s or the combined company`s investment
portfolio, changes in accounting policies, the risk that a condition to closing
of the proposed transaction may not be satisfied, the risk that a regulatory
approval that may be required for the proposed transaction is not obtained or is
obtained subject to conditions that are not anticipated, failure to consummate
or delay in consummating the proposed transaction for other reasons, and other
factors identified in PartnerRe`s filings with the United States Securities and
Exchange Commission and in the documents PARIS RE files with the Autorité des
Marchés Financiers (French securities regulator) and which are also available in
English on PARIS RE`s web site (www.paris-re.com ). In light of the significant
uncertainties inherent in the forward-looking information contained herein,
readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the dates on which they are made. Each of
PartnerRe or PARIS RE disclaims any obligation to publicly update or revise any
forward-looking information or statements.

Additional Information and Where to Find It

PartnerRe will file a proxy statement and, if required by applicable laws and
regulations, will file an exchange offer prospectus with the United States
Securities and Exchange Commission (the "SEC") in connection with the proposed
transaction. PartnerRe and PARIS RE urge investors and shareholders to read such
documents when they become available and any other relevant documents filed with
the SEC because they will contain important information. If these documents are
filed, investors and shareholders will be able to obtain these documents free of
charge at the website maintained by the SEC at www.sec.gov. In addition,
documents filed with the SEC by PartnerRe are available free of charge by
contacting Investor Relations, PartnerRe Ltd., 90 Pitts Bay Road, Pembroke,
Bermuda HM 08, (441) 292-0888 or on the investor relations portion of the
PartnerRe website at www.partnerre.com. 

PartnerRe and its Directors, Executive Officers and other members of management
may be deemed to be participants in the solicitation of proxies from PartnerRe`s
shareholders in connection with the proposed transaction. Information regarding
PartnerRe`s Directors and Executive Officers is set forth in the proxy statement
for PartnerRe`s 2009 annual meeting, which was filed with the SEC on April 9,
2009. If and to the extent that PartnerRe`s Directors and Executive Officers
will receive any additional benefits in connection with the transaction that are
unknown as of the date of this filing, the details of those benefits will be
described in the proxy statement and the exchange offer prospectus. Investors
and shareholders can obtain additional information regarding the direct and
indirect interests of PartnerRe`s directors and executive officers in the
transaction by reading the proxy statement and the exchange offer prospectus
when they become available. 

Important Information for Investors and Shareholders

This document shall not constitute an offer to sell or the solicitation of an
offer to buy any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. 

Subject to satisfaction of certain conditions precedent, PartnerRe will file an
exchange offer for PARIS RE shares and warrants to purchase such shares. A
detailed information document (a prospectus) will be filed with the Autorité des
Marchés Financiers (AMF) in France and will be accessible on the websites of the
AMF (www.amf-france.org ) and PartnerRe (www.partnerre.com ) and may be obtained
free of charge from PartnerRe. 





PartnerRe Ltd.
Investor:
Robin Sidders
Media:
Celia Powell
441-292-0888
or
U.S. Media
Sard Verbinnen & Co.
Drew Brown/Jane Simmons
212-687-8080
or
French Media
Citigate Dewe Rogerson
Camille Helly, 33 6 6604 4106
Camille.helly@citigate.fr

Copyright Business Wire 2009

 

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